Assante Corp. has filed its management proxy detailing its latest executive compensation data, and outlining its initial plan to restructure its share ownership.

The proxy reveals that during the year the contracts of executives, Marty Weinberg, Pat Keating and Laurie Goldberg were amended to reduce their year 2000 entitlement to 50% of the base and cash incentive bonus compensation. So, Weinberg for example only took $200,000 in salary for the year, despite a contract that calls for him to earn $400,000 in base salary.

Michael Nairne’s contract was renegotiated, as he retired from his position as president and CEO of Assante Advisory Services Ltd. effective September 2000 and from all active positions with Assante on March 31, 2001. He remains vice-chairman.

Under the original contract, Nairne was to get a base salary of $300,000. As well, the golden parachute clause called for six months’ salary plus three weeks salary for every year of employment with Assante or a predecessor company, plus a termination payment of 2.5 times the average annual bonus paid over the previous one to three years.

However, as a consequence of the renegotiation of his agreement, he became entitled about $3.35 million in 10 equal payments of $335,466 payable over 10 quarters ending January 2003. This deal appears significantly better than the standard termination package available under the original contract. A quick calculation suggests it would take over 100 years of service to earn a similar payoff under the original contract.

The firm’s annual meeting on June 14 will consider several special resolutions — cancelling its class E, G and H special shares, cancelling its multiple voting shares and renaming subordinate voting shares as common shares, and reducing the number of directors from nine to seven.

Class E Special Shares and Class F Special Shares were issued to shareholders who had initially acquired shares in Assante as part of its acquisition of the DPM Group of companies. They were to be converted to subordinate voting shares based on meeting certain performance conditions, but none of those shares met the conversion criteria when Assante went public, so they now have no value. There are no G or H shares outstanding and the firm does not expect to issue any, so they are being scrapped.

On reducing the number of directors, the proxy circular states, “Assante has determined that it is in the best interests of shareholders that the proportion of the board of directors that is comprised of unrelated directors be increased. For this purpose it is proposed that the minimum number of directors that must be elected be reduced from nine to seven and two of the existing related directors are not standing for re-election.” Of the seven nominees only two, Martin Weinberg and Mark Segal, are not unrelated.